Exhibit 3.7

                           CERTIFICATE OF ELIMINATION

                                       OF

                            SERIES B PREFERRED STOCK

                                       OF

                       SPATIALIZER AUDIO LABORATIES, INC.

            Spatializer Audio Laboraties, Inc., a corporation organized and
existing under the Delaware General Corporation Law (the "Corporation") pursuant
to Section 151(g) of the Delaware General Corporation Law, does hereby certify
that the following resolutions regarding the Corporation's Series B Preferred
Stock were duly adopted by the Corporation's Board of Directors:

                  RESOLVED, that no shares of the Corporation's Series B
            Preferred Stock are outstanding and that no shares of the Series B
            Preferred Stock will be issued subject to the certificate of
            designations previously filed with respect to the Series B Preferred
            Stock; and

                  FURTHER RESOLVED, that the officers of the Corporation are
            directed to file with the Secretary of State of the State of
            Delaware a certificate pursuant to Section 151(g) of the Delaware
            General Corporation Law setting forth these resolutions in order to
            eliminate from the Corporation's certificate of incorporation all
            matters set forth in the certificate of designations with respect to
            the Series B Preferred Stock.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Elimination to be signed by its duly authorized officer this 23rd day December,
2002.

                                             SPATIALIZER AUDIO LABORATIES, INC.


                                             By: /s/ MARGARET G. GRAF
                                                --------------------------------
                                                Margaret G. Graf
                                                Assistant Secretary